EXHIBIT 3.3
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                   T R I - V A L L E Y  C O R P O R A T I O N
            (Formerly, Commodity Resources Incorporated, as amended)

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                      A M E N D E D  A N D  R E S T A T E D
                                  B Y - L A W S
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                                    ARTICLE I
                                     OFFICES

     Section 1. The registered office shall be in the City of Wilmington, County
of  New  Castle,  State  of  Delaware.

     Section  2. The corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to  time  determine  or  the  business  of  the  corporation  may  require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section  1.  All meetings of the stockholders for the election of directors
shall  be  held in the City of Denver, State of Colorado at such place as may be
fixed  from time to time by the board of directors or at such other place either
within or without the State of Delaware as shall be designated from time to time
by  the board of directors and stated in the notice of the meeting.  Meetings of
stockholders for any other purpose may be held at such time and place, within or
without  the  State of Delaware, as shall be stated in the notice of the meeting
or  in  a  duly  executed  waiver  of  notice  thereof.

     Section  2. Annual meetings of stockholders, commencing with the year 1972,
shall  be  held  on  the  third Monday of April if not a legal holiday, and if a
legal  holiday, then on the next secular day following, at 2:00 P.M., or at such
other  date  and  time  as shall be designated from time to time by the board of
directors  and stated in the notice of the meeting, at which they shall elect by
a  plurality  vote a board of directors, and transact such other business as may
properly  be  brought  before  the  meeting.

     Section 3. Written notice of the annual meeting stating the place, date and
hour  of the meeting shall be given to each stockholder entitled to vote at such
meeting  not  less  than  ten  nor  more  than sixty days before the date of the
meeting.

     Section  4.  The  officer  who  has  charge  of  the  stock  ledger  of the
corporation  shall  prepare  and make, at least ten days before every meeting of
stockholders,  a  complete  list  of  the  stockholders  entitled to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such  list  shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten  days  prior  to  the  meeting,  either at a place within the city where the
meeting  is  to  be  held,  which  place shall be specified in the notice of the
meeting,  or, if not so specified, at the place where the meeting is to be held.
The  list  shall  also be produced and kept at the time and place of the meeting
during  the  whole  time thereof, and may be inspected by any stockholder who is
present.

     Section  5.  Special  meetings  of  the  stockholders,  for  any purpose or
purposes,  unless  otherwise  prescribed  by  statute  or  by the certificate of
incorporation,  may  be  called  by  the  president  and  shall be called by the
president  or  secretary at the request in writing of a majority of the board of
directors,  or  at  the  request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled  to  vote.  Such  request  shall  state  the purpose or purposes of the
proposed  meeting.

     Section  6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten nor more than sixty days before the date of the
meeting,  to  each  stockholder  entitled  to  vote  at  such  meeting.

     Section 7. Business transacted at any special meeting of stockholders shall
be  limited  to  the  purposes  stated  in  the  notice.

     Section  8.  The  holders of a majority of the stock issued and outstanding
and  entitled  to vote thereat, present in person or represented by proxy, shall
constitute  a  quorum at all meetings of the stockholders for the transaction of
business  except  as  otherwise  provided  by  statute  or by the certificate of
incorporation.  If,  however, such quorum shall not be present or represented at
any  meeting  of  the  stockholders,  the stockholders entitled to vote thereat,
present  in  person  or  represented  by  proxy, shall have power to adjourn the
meeting  from  time  to  time,  without  notice  other  than announcement at the
meeting,  until  a  quorum  shall  be present or represented.  At such adjourned
meeting,  at which a quorum shall be present or represented, any business may be
transacted  which  might  have  been  transacted  at  the  meeting as originally
notified.  If  the  adjournment  is  for  more than thirty days, or if after the
adjournment  a  new  record date is fixed for the adjourned meeting, a notice of
the  adjourned  meeting shall be given to each stockholder of record entitled to
vote  at  the  meeting.

     Section 9. When a quorum is present at any meeting, the vote of the holders
of  a majority of the stock having voting power present in person or represented
by  proxy  shall  decide  any  question  brought before such meeting, unless the
question  is  one  upon  which  by  express  provision of the statutes or of the
certificate  of  incorporation,  a different vote is required in which case such
express  provision  shall  govern  and  control  the  decision of such question.

     Section  10.  Unless otherwise provided in the certificate of incorporation
each  stockholder  shall at every meeting of the stockholders be entitled to one
vote  in  person  or  by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three years
from  its  date,  unless  the  proxy  provides  for  a  longer  period.

     Section 11.  Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of stockholders
of  the  corporation,  or any action which may be taken at any annual or special
meeting  of  such  stockholders,  may  be taken without a meeting, without prior
notice  and without a vote, if a consent in writing, setting forth the action so
taken,  shall be signed by the holders of outstanding stock having not less than
the  minimum  number  of votes that would be necessary to authorize or take such
action  at  a  meeting at which all shares entitled to vote thereon were present
and  voted.  Prompt  notice  of  the  taking  of  the corporate action without a
meeting  by  less  than  unanimous  written  consent  shall  be  given  to those
stockholders  who  have  not  consented  in  writing.

                                   ARTICLE III
                                    DIRECTORS

     Section  1.  The Board of Directors has the authority to expand or contract
the number of board seats.  However, the Board may not remove a director by such
action.  The  current number of directors which shall constitute the whole board
shall  be  six.  The  directors  shall  be  elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected  shall  hold  office  until  his  successor  is  elected  and qualified.
Directors need not be stockholders.  (As amended by the board of directors, June
28,  1985; July 19, 1997; November 19, 1999; and ratified by the shareholders at
the  annual  meeting  on  November  19,  1999).

     Section  2.  Vacancies  and  newly created directorships resulting from any
increase  in  the  authorized number of directors may be filled by a majority of
the  directors then in office, though less than a quorum, or by a sole remaining
director,  and  the  directors so chosen shall hold office until the next annual
election  and  until their successors are duly elected and shall qualify, unless
sooner  displaced.  If  there  are  no  directors in office, then an election of
directors  may  be  held  in the manner provided by statute.  If, at the time of
filling  any  vacancy  or  any newly created directorship, the directors then in
office  shall constitute less than a majority of the whole board (as constituted
immediately  prior  to  any  such  increase),  the  Court  of Chancery may, upon
application  of  any stockholder or stockholders holding at least ten percent of
the  total number of the shares at the time outstanding having the right to vote
for  such  directors,  summarily  order  an election to be held to fill any such
vacancies  or newly created directorships, or to replace the directors chosen by
the  directors  then  in  office.

     Section 3. The business of the corporation shall be managed by its board of
directors  which may exercise all such powers of the corporation and do all such
lawful  acts  and  things  as  are  not  by  statute  or  by  the certificate of
incorporation  or  by these by-laws directed or required to be exercised or done
by  the  stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section  4.  The  board  of directors of the corporation may hold meetings,
both  regular  and  special,  either  within  or  without the State of Delaware.

     Section 5. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at  the  annual  meeting and no notice of such meeting shall be necessary to the
newly  elected  directors in order legally to constitute the meeting, provided a
quorum shall be present.  In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of directors,
or  in  the event such meeting is not held at the time and place so fixed by the
stockholders,  the  meeting  may  be  held  at  such  time and place as shall be
specified  in a notice given as hereinafter provided for special meetings of the
board  of  directors, or as shall be specified in a written waiver signed by all
of  the  directors.

     Section  6.  Regular meetings of the board of directors may be held without
notice  at  such time and at such place as shall from time to time be determined
by  the  board.

     Section  7. Special meetings of the board may bo called by the president on
three  days'  notice  to  each  director,  either  personally  or  by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner  and  on  like  notice  on  the  written  request  of  two  directors.

     Section  8.  At all meetings of the board a majority of the directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of  the  board of directors, except as may be otherwise specifically provided by
statute  or by the certificate of incorporation.  At each meeting, the directors
may  request  that  the  secretary  of  the Corporation be present to record the
minutes  of such meeting, or the directors may appoint a member of the board, or
such  other person as the board may direct, to act as secretary of such meeting.
If  a  quorum  is  not  present  at  any  meeting of the board of directors, the
directors  that  are  present may adjourn the meeting from time to time, without
notice  other  than  announcement  of  the  meeting, and until a quorum shall be
present.  (As  amended  by  the  board  of  directors,  June  28,  1985).

     Section  9. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the  board  of  directors  or  of  any  committee thereof may be taken without a
meeting,  if  all members of the board or committee, as the case may be, consent
thereto  in  writing,  and the writing or writings are filed with the minutes of
proceedings  of  the  board  or  committee.

                             COMMITTEES OF DIRECTORS

     Section 10.  The board of directors may, by resolution passed by a majority
of  the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation.  The board may designate one
or  more  directors  as  alternate members of any committee, who may replace any
absent  or  disqualified  member  at  any  meeting  of  the committee.  Any such
committee,  to  the extent provided in the resolution of the board of directors,
shall  have  and  may  exercise  all  the  powers  and authority of the board of
directors  in the management of the business and affairs of the corporation, and
may  authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the certificate of incorporation, adopting an agreement of merger or
consolidation,  recommending  to the stockholders the sale, lease or exchange of
all  or substantially all of the corporation's property and assets, recommending
to  the  stockholders  a  dissolution  of  the  corporation or a revocation of a
dissolution,  or  amending  the  by-laws  of  the  corporation;  and, unless the
resolution  or  the  certificate  of incorporation expressly so provide, no such
committee  shall  have  the  power  or  authority  to  declare  a dividend or to
authorize  the  issuance of stock.  Such committee or committees shall have such
name  or  names  as may be determined from time to time by resolution adopted by
the  board  of  directors.

     Section  11.  Each committee shall keep regular minutes of its meetings and
report  the  same  to  the  board  of  directors  when  required.

                            COMPENSATION OF DIRECTORS

     Section  12.  Unless  otherwise  restricted  by  the  certificate  of
incorporation,  the  board  of  directors  shall  have  the authority to fix the
compensation of directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for  attendance  at each meeting of the board of directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation  in any other capacity and receiving compensation therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee  meetings.

                                   ARTICLE IV
                                     NOTICES

     Section  1.  Whenever,  under  the  provisions  of  the  statutes or of the
certificate  of incorporation or of these by-laws notice is required to be given
to  any  director  or  stockholder,  it  shall not be construed to mean personal
notice,  but  such  notice  may  be given in writing, by mail, addressed to such
director  or  stockholder,  at  his  address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given  at  the  time when the same shall be deposited in the United States mail.
Notice  to  directors  may  also  be  given  by  telegram.

     Section 2. Whenever any notice is required to be given under the provisions
of  the  statutes  or of the certificate of incorporation or of these by-laws, a
waiver  thereof  in  writing  signed  by  the person or persons entitled to said
notice,  whether  before  or  after  the  time  stated  therein, shall be deemed
equivalent  thereto.

                                    ARTICLE V
                                    OFFICERS

     Section  1. The officers of the corporation shall be chosen by the board of
directors  and  shall  be  a  president,  a  vice-president,  a  secretary and a
treasurer.  The  board  of directors may also choose additional vice-presidents,
and  one  or more assistant secretaries and assistant treasurers.  Any number of
offices  may be held by the same person, unless the certificate of incorporation
or  these  by-laws  otherwise  provide.

     Section  2.  The  board  of  directors  shall,  from time to time, choose a
president, one or more vice-presidents, secretary and a treasurer.  The board of
directors  shall  determine the term of such officers.  (As amended by the board
of  directors,  June  28,  1985).

     Section  3.  The  board  of  directors  may appoint such other officers and
agents  as  it  shall deem necessary who shall hold their offices for such terms
and  shall  exercise  such powers and perform such duties as shall be determined
from  time  to  time  by  the  board.

     Section 4. The salaries of all officers and agents of the corporation shall
be  fixed  by  the  board  of  directors.

     Section  5.  The  officers of the corporation shall hold office until their
successors  are  chosen  and  qualify.  Any  officer elected or appointed by the
board  of  directors  may  be  removed  at any time by the affirmative vote of a
majority  of the board of directors.  Any vacancy occurring in any office of the
corporation  shall  be  filled  by  the  board  of  directors.

                                  THE PRESIDENT

     Section  6.  The  president  shall  be  the  chief executive officer of the
corporation,  shall preside at all meetings of the stockholders and the board of
directors,  shall  have  general  and  active  management of the business of the
corporation  and  shall  see  that  all  orders  and resolutions of the board of
directors  are  carried  into  effect.

     Section  7. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law  to  be  otherwise  signed  and  executed  and  except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other  officer  or  agent  of  the  corporation.

                               THE VICE-PRESIDENTS

     Section 8. In the absence of the president or in the event of his inability
or  refusal  to  act, the vice-president (or in the event there be more than one
vice-president,  the  vice-presidents in the order designated, or in the absence
of  any  designation,  then  in  the  order of their election) shall perform the
duties of the president, and when so acting, shall have all the powers of and be
subject  to  all the restrictions upon the president.  The vice-presidents shall
perform  such  other duties end have such other powers as the board of directors
may  from  time  to  time  prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section  9.  The secretary shall, at the request of the board of directors,
attend  all  meetings  of  the  board  of  directors  and  all  meetings  of the
stockholders  and  record all the proceedings of the meetings of the corporation
and  of  the  board of directors, if so requested, and shall perform like duties
for  the  standing  committees  when required; the secretary shall keep a record
book for the purpose of complying with the foregoing provisions.  He shall give,
or  cause  to  be  given, notice of all meetings of the stockholders and special
meetings  of  the board of directors, and shall perform such other duties as may
be  prescribed by the board of directors or president under whose supervision he
shall  be.  He  shall  have custody of the corporate seal of the corporation and
he,  or  an  assistant  secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or  by  the  signature  of such assistant secretary.  The board of directors may
give general authority to any other officer to affix the seal of the corporation
and  to  attest  the  affixing  by  his  signature.  (As amended by the board of
directors,  June  28,  1985).

     Section  10.  The  assistant  secretary,  or if there be more than one, the
assistant  secretaries  in the order determined by the board of directors (or if
there  be no such determination, then in the order of their election), shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform  the  duties  and exercise the powers of the secretary and shall perform
such  other duties and have such other powers as the board of directors may from
time  to  time  prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section  11.  The  treasurer  shall have the custody of the corporate funds
and  securities  and  shall  keep  full  and  accurate  accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and  other  valuable effects in the name and to the credit of the corporation in
such  depositories  as  may  be  designated  by  the  board  of  directors.

     Section  12.  He  shall  disburse  the  funds  of the corporation as may be
ordered  by  the  board  of  directors,  taking  proper  vouchers  for  such
disbursements,  and shall render to the president and the board of directors, at
its  regular meetings, or when the board of directors so requires, an account of
all  his  transactions  as  treasurer  and  of  the  financial  condition of the
corporation.

     Section  13.  If  required  by  the  board  of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such  surety  or sureties as shall be satisfactory to the board of directors for
the  faithful performance of the duties of his office and for the restoration to
the  corporation,  in case of his death, resignation, retirement or removal from
office,  of  all  books,  papers, vouchers, money and other property of whatever
kind  in  his  possession  or  under  his  control belonging to the corporation.

     Section  14.  The  assistant treasurer, or if there shall be more than one,
the  assistant  treasurers in the order determined by the board of directors (or
if  there  be no such determination then in the order of their election), shall,
in  the  absence of the treasurer or in the event of his inability or refusal to
act,  perform  the  duties  and  exercise  the powers of the treasurer and shall
perform  such  other duties and have such other powers as the board of directors
may  from  time  to  time  prescribe.

                                   ARTICLE VI
                              CERTIFICATES OF STOCK

     Section  1.  Every  holder of stock in the corporation shall be entitled to
have  a  certificate,  signed  by,  or  in  the  name of the corporation by, the
chairman  or  vice-chairman  of  the  board  of  directors or the president or a
vice-president  and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by  him  in  the  corporation.

     Section  2.  Any  of  or  all  the  signatures  on  the  certificate may be
facsimile.  In  case  any officer, transfer agent or registrar who has signed or
whose  facsimile  signature has been placed upon a certificate shall have ceased
to  be  such  officer,  transfer  agent  or registrar before such certificate is
issued,  it  may be issued by the corporation with the same effect as if he were
such  officer,  transfer  agent  or  registrar  at  the  date  of  issue.

                                LOST CERTIFICATES

     Section  3.  The  board  of  directors  may  direct  a  new  certificate or
certificates  to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued  by  the  corporation  alleged  to have been lost, stolen or
destroyed,  upon  the making of an affidavit of that-fact by the person claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue  of  a new certificate or certificates, the board of directors may, in its
discretion  and  as  a  condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates or his legal
representative,  to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any  claim  that  may  be  made  against  the  corporation  with  respect to the
certificate  alleged  to  have  been  lost,  stolen  or  destroyed.

                               TRANSFERS OF STOCK

     Section  4.  Upon surrender to the corporation or the transfer agent of the
corporation  of  a certificate for shares duly endorsed or accompanied by proper
evidence  of  succession,  assignment  or authority to transfer, it shall be the
duty  of  the  corporation  to  issue  a  new certificate to the person entitled
thereto,  cancel  the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

     Section  5.  In  order  that the corporation may determine the stockholders
entitled  to  notice  of  or  to  vote  at  any  meeting  of stockholders or any
adjournment  thereof,  or  to  express  consent  to  corporate action in writing
without  a  meeting,  or  entitled  to  receive payment of any dividend or other
distribution  or  allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other  lawful action, the board of directors may fix, in advance, a record date,
which  shall  not  be  more than sixty nor less than ten days before the date of
such  meeting,  nor  more  than  sixty  days  prior  to  any  other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

     Section  6.  The  corporation  shall be entitled to recognize the exclusive
right  of  a  person  registered  on its books as the owner of shares to receive
dividends,  and  to  vote  as  such  owner,  and  to  hold  liable for calls and
assessments  a  person registered on its books as the owner of shares, and shall
not  be  bound  to recognize any equitable or other claim to or interest in such
share  or  shares  on the part of any other person, whether or not it shall have
express  or  other  notice  thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

     Section  1. Dividends upon the capital stock of the corporation, subject to
the  provisions  of the certificate of incorporation, if any, may be declared by
the  board  of  directors  at  any  regular or special meeting, pursuant to law.
Dividends  may  be paid in cash, in property, or in shares of the capital stock,
subject  to  the  provisions  of  the  certificate  of  incorporation.

     Section  2.  Before  payment of any dividend, there may be set aside out of
any  funds  of  the  corporation available for dividends such sum or sums as the
directors  from  time  to  time, in their absolute discretion, think proper as a
reserve  or  reserves to meet contingencies, or for equalizing dividends, or for
repairing  or  maintaining  any  property  of the corporation, or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and  the  directors  may modify or abolish any such reserve in the
manner  in  which  it  was  created.

                                ANNUAL STATEMENT

     Section 3. The board of directors shall present at each annual meeting, and
at  any  special  meeting  of  the  stockholders  when called for by vote of the
stockholders,  a  full  and clear statement of the business and condition of the
corporation.

                                     CHECKS

     Section  4.  All  checks  or demands for money and notes of the corporation
shall  be  signed by such officer or officers or such other person or persons as
the  board  of  directors  may  from  time  to  time  designate.

                                   FISCAL YEAR

     Section  5.  The  fiscal year of the corporation begins on the first day of
January  and  ends  on  the  thirty-first  day  of  December  in  each  year.

                                      SEAL

     Section  6. The corporate seal shall have inscribed thereon the name of the
corporation,  the  year  of  its  organization  and  the  words "Corporate Seal,
Delaware."  The  seal  may  be  used  by causing it or a facsimile thereof to be
impressed  or  affixed  or  reproduced  or  otherwise.

                                  ARTICLE VIII
                                   AMENDMENTS

     Section 1. These by-laws may be altered, amended or repealed or new by-laws
may be adopted by the stockholders or by the board of directors, when such power
is conferred upon the board of directors by the certificate of incorporation, at
any  regular  meeting of the stockholders or of the board of directors or at any
special  meeting  of  the stockholders or of the board of directors if notice of
such  alteration,  amendment,  repeal or adoption of new by-laws be contained in
the  notice  of  such  special  meeting.